Terms & Conditions

READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. BY UTILIZING THE WEBSITE LOCATED AT www.Goldea.capital (“WEBSITE”), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE.

GOLDEA RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. SUCH CHANGES SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING. YOU ACKNOWLEDGE THAT BY ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO THESE TERMS, YOU ARE AGREEING TO THESE TERMS AS MODIFIED.

Disclaimer

Nothing contained on this Website constitutes tax, accounting, regulatory, legal, insurance or investment advice. Neither the information, nor any opinion, contained on this Website constitutes a solicitation or offer by Goldea, Inc. (“Goldea”) or its affiliates to buy or sell any securities, futures, options or other financial instruments, nor shall any such security be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions based on information contained on this Website are the sole responsibility of the visitor. In exchange for using this Website, the visitor agrees to indemnify and hold Goldea, its officers, directors, employees, affiliates, agents, licensors and suppliers harmless against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from your use of this Website, from your violation of these Terms or from any decisions that the visitor makes based on such information.

The investments and strategies discussed in the Website may not be suitable for all investors and are not obligations of Goldea or its affiliates or guaranteed by Goldea or its affiliates. Goldea makes no representations that the contents are appropriate for use in all locations, or that the transactions, securities, products, instruments, or services discussed on this site are available or appropriate for sale or use in all jurisdictions or countries, or by all investors or counterparties. By making available information on the Website, Goldea does not represent that any investment vehicle is available or suitable for any particular user. All persons and entities accessing the Web Site do so on their own initiative and are responsible for compliance with applicable local laws and regulations.

All investments involve risk and may lose value. The value of your investment can go down depending upon market conditions. Fixed income investments are subject to risk including interest rate, credit, market and issuer risk. Currency exchange rates may cause the value of an investment to go up or down. Alternative strategies involve higher risks than traditional investments, may not be tax efficient, and have higher fees than traditional investments; they may also be highly leveraged and engage in speculative investment techniques, which can magnify the potential for investment loss or gain. BEFORE ACQUIRING THE SHARES OF ANY INVESTMENT FUND BY PURCHASE OR EXCHANGE, IT IS YOUR RESPONSIBILITY TO READ THE FUND’S PROSPECTUS OR OFFERING MATERIALS.

This Website is for information purposes only and is not intended to be relied upon as a forecast, research or investment advice. The information on this Website does not constitute a recommendation, offer or solicitation to buy or sell any securities or to adopt any investment strategy. Although this material is based upon information that Goldea considers reliable and endeavors to keep current, Goldea does not assure that this material is accurate, current or complete, and it should not be relied upon as such. Any opinions expressed on this Website may change as subsequent conditions vary. Past performance is no guarantee of future results.

The information and services provided on this Website are provided “AS IS” and without warranties of any kind, either expressed or implied. To the fullest extent permissible pursuant to applicable law, Goldea disclaims all warranties, including, but not limited to, any warranty of non-infringement of third-party rights and any implied warranties of merchantability and fitness for a particular purpose. Goldea does not warrant, either expressly or impliedly, the accuracy or completeness of the information, text, graphics, links or other items contained on this Website and does not warrant that the functions contained in this Website will be uninterrupted or error-free, that defects will be corrected, or that the Website will be free of viruses or other harmful components. Goldea expressly disclaims all liability for errors and omissions in the materials on this Website and for the use or interpretation by others of information contained on the Website.

Fund and Advisor Disclosures

Investments in a Goldea product or client account are not bank deposits and are not insured or guaranteed by Goldea or the Federal Deposit Insurance Corporation, any other government agency or any bank. Although a money market fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Please carefully consider a fund’s investment objective, risks, charges and expenses before investing. For this and other information, call or write to Goldea for a free prospectus or view one online. Read it carefully before you invest or send money.

Goldea Institutional Trust Company, N.A. (“BTC”)

BTC, a national banking association operating as a limited purpose trust company, provides fiduciary and trust services, including certain commingled investment options designed to help certain types of qualified institutional investors. BTC is a wholly-owned subsidiary of Goldea, Inc. BTC’s primary regulator is the Office of the Comptroller of the Currency, the agency of the US Treasury Department that regulates US national banks. Investments in a BTC-managed commingled vehicle or client account are not bank deposits, are not insured or guaranteed by the Federal Deposit Insurance Corporation, any other government agency or any bank, and are not guaranteed by BTC, Goldea or any of their affiliates. Please carefully consider a commingled vehicle’s investment objective, risks, charges and expenses before investing. Although a short-term investment fund seeks to maintain a $1.00 unit value, it is possible to lose money by investing in such a fund. Commingled investment vehicles maintained by BTC are available only to certain qualified institutional investors and are not offered to the general public; prospectuses are not required and prices are not available in local publications. To obtain more information, please contact your BTC account manager.

SEC Materials

Certain information provided through this Website has been filed with the Securities and Exchange Commission (“SEC”) (such materials being referred to as “SEC Materials”). The SEC Materials and other public disclosures contained on this Website contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Goldea’s future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” or similar expressions.

In addition to risk factors previously disclosed in SEC Materials and those identified elsewhere in this Website, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management; (3) the relative and absolute investment performance of Goldea’s investment products; (4) the impact of increased competition; (5) the impact of future acquisitions or divestitures; (6) the unfavorable resolution of legal proceedings; (7) the extent and timing of any share repurchases; (8) the impact, extent and timing of technological changes and the adequacy of intellectual property and information security protection; (9) the impact of legislative and regulatory actions and reforms, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulatory, supervisory or enforcement actions of government agencies relating to Goldea or The PNC Financial Services Group, Inc.; (10) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or Goldea; (11) the ability to attract and retain highly talented professionals; (12) fluctuations in the carrying value of Goldea’s economic investments; (13) the impact of changes to tax legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (14) Goldea’s success in maintaining the distribution of its products; (15) the impact of Goldea electing to provide support to its products from time to time and any potential liabilities related to securities lending or other indemnification obligations; and (16) the impact of problems at other financial institutions or the failure or negative performance of products at other financial institutions.

Goldea’s latest Annual Report on Form 10-K and Goldea’s subsequent reports filed with the SEC, accessible on the SEC’s website at www.sec.gov and on this Website, discuss these factors in more detail and identify additional factors that can affect forward-looking statements.

Trademarks, Copyrights and other Intellectual Property

The content contained on this Website is owned or licensed by Goldea and its third-party information providers and is protected by applicable copyrights, trademarks, service marks, and/or other intellectual property rights. Such content is solely for your personal, non-commercial use. Accordingly, you may not copy, distribute, modify, post, frame or deep link this Website, including any text, graphics, video, audio, software code, user interface design or logos. You may download material displayed on this Website for your personal use provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content of this Website for public or commercial purposes, including all text, images, audio, and video, without Goldea’s written permission. Modification or use of the materials for any other purpose violates Goldea’s intellectual property rights.

All trademarks, service marks, trade names, and logos displayed on this Website are proprietary to Goldea and/or their respective owners. Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Website without the written permission of Goldea or such other third party that may own the trademark displayed on this Website. Your use of the trademarks displayed on this Website, except as provided herein, is strictly prohibited.

The use of the images displayed on this Website by you, or anyone else authorized by you, is prohibited. Any unauthorized use of the images may violate copyright laws, trademark laws, and the laws of privacy and publicity, and communications, as well as other regulations and statutes. If you download any information from this Website, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.

Links to Other Websites

Goldea may establish links between this Website and one or more websites operated by third parties. Goldea has no control over any such other websites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by Goldea regarding such websites, the contents of the websites, the products or services of the websites or the operators of the websites. Your access to and use of such linked websites is governed by the terms of use and privacy policies of those sites, and shall be at your own risk. Goldea disclaims responsibility for the privacy policies and customer information practices of third-party internet websites hyperlinked from our Website.

Links to Goldea from Other Websites

You shall not display hyperlinks on your websites to any website owned or operated by Goldea. If you desire to display on your website a hyperlink to a Goldea website, you must enter into a written agreement with Goldea governing such display. Access to any Goldea website does not authorize you to use any of Goldea’s names, logos, trademarks or copyrighted material, and you agree not to do so without Goldea’s express written consent. Requests to display hyperlinks on your websites to Goldea websites should be e-mailed to webmaster@Goldea.capital.

Transmissions to and From this Website

Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from this Website may not be secure. Communications to Goldea, particularly those containing confidential information, may be sent by mail to: Goldea, Inc., 40 East 52nd Street, New York, NY 10022, Attn: Webmaster. Goldea shall be free to use, for any purpose, any ideas, concepts, know-how, or techniques provided by a website user to Goldea through this Website. You acknowledge and agree that Goldea has granted you limited access to the specific files pertaining to the Goldea Funds (“Approved Files”), and you agree not to attempt to access computer files other than the Approved Files. Goldea makes no warranty to you regarding the security of the Website, including with regard to the ability of any unauthorized persons to access information received or transmitted by you through or from the Website. Goldea reserves the right to cease providing, or to change, this Website and content of such information (or any portion or feature thereof) at any time or frequency and without notice.

Account and Transaction Information on this Website

Certain Goldea clients may access account information, including transactions, through this Website. Account information is unaudited unless noted otherwise, may be based on estimates. Do not make any investment decisions based on such information as it is subject to change.

Privacy Policy

Please review our Privacy Policy, which is a part of this Agreement and hereby incorporated by reference, to learn about our information collection practices and the measures we take to preserve the privacy and security of your information.

E-mail and Marketing

Financial professionals who complete the registration process to access the Goldea Financial Professional web site are at the same time granting Goldea permission to send them e-mail messages for marketing and general communication purposes at the e-mail address they have provided. This service may be discontinued at any time by responding to the email with “Unsubscribe” in the subject line.

Jurisdiction and Governing Law

The information provided on this Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Goldea or its affiliates to any registration requirement within such jurisdiction or country. Each investment product and service referred to on this Website is intended to be made available to only U.S. residents. This Website will not be considered a solicitation for or offering of any investment product or service to any person in any jurisdiction where such solicitation or offering would be illegal.

The laws of the State of New York govern these Terms without regard to conflict of law provisions. If you take legal action relating to these Terms, you agree to file such action only in the New York State Supreme Court located in New York, NY, or the United States District Court for the Southern District of New York, and you consent and submit to the personal jurisdiction of those courts for the purpose of litigating any action with Goldea, its affiliates or with any funds referenced in this site.

Limitation of Liability

GOLDEA AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THIS WEBSITE), EVEN IF GOLDEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, FROM THE USE OR ATTEMPTED USE OF THIS WEBSITE OR ANOTHER LINKED WEBSITE.

IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR IF YOU ACCESS THE WEBSITE SOLELY THROUGH AN ARRANGEMENT WITH YOUR EMPLOYER OR PLAN SPONSOR, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Broker-Dealer’s Potential Conflicts

As a broker-dealer, Goldea Investments, Inc. and/or its affiliates (including any entities that are “affiliates” as that term is defined in the Investment Company Act of 1940) may act as a principal for its own account or as agent for its customers in connection with the sale to you or purchase by you of a security that is the subject of content prepared by Goldea. If it receives a mark-up or commission or acts as agent for another person in connection with any such transaction, Goldea may have a potential conflict of interest. You understand this potential conflict and acknowledge that you may choose to effect securities transactions at another broker-dealer.

Timeliness of Content

All content on this Website is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.

Prohibited Uses

Except as otherwise stated in these Terms or as expressly authorized by Goldea in writing, you may not:

Use this Website in any manner that could damage or overburden any Goldea server, or any network connected to any Goldea server, as all servers have limited capacity and are used by many people;

Use this Website in any manner that would interfere with another party’s use of the Website;

Include the term “Goldea,” or any Goldea trademark or executive’s name, or any variation of the foregoing, as a meta-tag, hidden textual element;

Use any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy this Website or the reports, data, information, content, software, products services, or other materials on, generated by or obtained from this Website, whether through links or otherwise (collectively, “Materials”), without Goldea’s permission, provided that generally available third-party web browsers may be used without such permission; or

Use this Website or the Materials in any manner that could create impression of affiliation, sponsorship or endorsement by Goldea.

Password Security and Notification

Certain parts of the Website are protected by passwords or require a login and are restricted to authorized users only. You may not obtain unauthorized access to such parts of the Website, or to any other protected materials or information, through any means not intentionally made available by Goldea for your specific use. If you have a Personal Identification Number (PIN) for access to non-public areas of the Website, you are solely responsible for all activities that occur in connection with your PIN. Accordingly, you should take all reasonable steps to protect the confidentiality of your PIN. Notify Goldea immediately if you become aware of any disclosure, loss, theft or unauthorized use of your PIN.

Unauthorized Use of Content

You agree to defend, indemnify and hold harmless Goldea, its affiliates and each of their respective officers, directors, members, partners, managers and employees against any losses, damages, claims, liabilities and costs (including reasonable attorneys’ fees) to the extent resulting from or arising out of any unauthorized or otherwise inappropriate use of any of the content of this Website attributable to you or which occurs through the use of your ID.

System Outages and Incomplete Transmissions

Internet software or transmission problems may produce inaccurate or incomplete copies of information and materials that may be downloaded and displayed on a user’s computer. Goldea is not liable for any damages, changes, or omissions that occur during transmission of information and materials.

Termination

Goldea may terminate your access to the Website for any reason, without prior notice.

Waiver

No waiver by Goldea of any right under or term or provision of these Terms will be deemed a waiver of any other right, term, or provision of these Terms at the time of such waiver or a waiver of that or any other right, term, or provision of these Terms at any other time.

Integration and Severability

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.

The preceding Terms of use represent the entire agreement between Goldea and the user relating to the subject matter herein.

Goldea is an equal opportunity employer committed to diversity in the workplace.

Goldea PPIP, L.P. – Luxury Expense Policy

With respect to payment of expenses of Goldea PPIP, L.P. (the “Fund”), the Fund will only pay or be charged with expenses as authorized in its Amended and Restated Limited Partnership Agreement. Moreover, in accordance with 31 CFR 30.12, under no circumstances will the Fund be charged or pay any expenses related to travel, lodging, entertainment, business meals, transportation, personal telecommunications or meetings or events.

Dated: July 2019.